Exhibit 14.2

                                AXM PHARMA, INC.

    CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
             SENIOR FINANCIAL OFFICERS AND OTHER EXECUTIVE OFFICERS


The Company has adopted this Code of Ethics (the "Code") as a set of  guidelines
pursuant  to which our chief  executive  officer and senior  executive  officers
should  perform their duties.  The Code is intended to deter  wrongdoing  and to
promote  adherence to the standards set forth below,  Executives  subject to the
Code include the  President and Chief  Executive  Officer,  the Chief  Financial
Officer,  the Chief  Accounting  Officer,  and any person who performs a similar
function (the "Covered  Executives").  The particular executives who are subject
to the Code  from time to time  will be  designated  by,  and  informed  of such
designation, by the Company.

o     In carrying  out their  duties and  responsibilities,  Covered  Executives
      should  endeavor to act with honesty and integrity,  including the ethical
      handling of actual or apparent  conflicts of interest between personal and
      professional relationships.

o     To promote full, fair, accurate,  timely and understandable  disclosure in
      the  periodic  reports  that the Company  files  with,  or submits to, the
      Securities and Exchange Commission and in other public communications made
      by the  Company,  it is  the  responsibility  of  each  Covered  Executive
      promptly to bring to the attention of the Company's  Disclosure  Committee
      any  material  information  of which he may become  aware that affects the
      disclosures made by the Company in its public filings or otherwise, and to
      otherwise   assist   the   Disclosure    Committee   in   fulfilling   its
      responsibilities.

      In addition,  each Covered Executive shall promptly bring to the attention
      of the Disclosure  Committee any  information  he may have  concerning (a)
      significant  deficiencies in the design or operation of internal  controls
      which could  adversely  affect the Company's  ability to record,  process,
      summarize  and  report  financial  data or (b) any  fraud,  whether or not
      material,   that  involves  management  or  other  employees  who  have  a
      significant  role in the Company's  financial  reporting,  disclosures  or
      internal controls.

o     In carrying  out their  duties and  responsibilities,  Covered  Executives
      should  endeavor  to comply,  and to cause the  Company  to  comply,  with
      applicable  governmental  laws, rules and regulations.  In addition,  each
      Covered  Executive shall promptly bring to the attention of the Compliance
      Officer  (as  defined  below)  or the  head  of the  Audit  Committee  any
      information he may have concerning evidence of a material violation of the
      securities or other laws,  rules or regulations  applicable to the Company
      and the operation of its business, by the Company or any agent thereof

o     Each Covered Executive shall promptly report to the Compliance Officer any
      information he may have concerning evidence of a material violation of the
      Code.

o     Covered  Executives  are expected to adhere to the Code. The Company shall
      determine  appropriate  actions to be taken in the event of  violations of
      the Code by any  Covered  Executives.  Such  actions  shall he  reasonably
      designed to deter wrongdoing and to promote  accountability  for adherence
      to the Code.

o     The Company will appropriately  disclose any substantive amendment to, and
      any waiver  of,  any  provision  of the Code that  applies to the  Covered
      Executives.

o     The compliance  officer (the "Compliance  Officer") for the implementation
      and  administration  of the Code shall be the  Company's  Chief  Financial
      Officer.